Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each outstanding Loan of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a4.24(a) of the Cascade HomeTrust Disclosure Schedule, neither Cascade HomeTrust nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade HomeTrust or any Subsidiary of Cascade HomeTrust is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor waswhich, as of September 30December 31, 2013, was over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade HomeTrust or any of its Subsidiaries, or to the knowledge of CascadeHomeTrust, any affiliate of any of the foregoing. Set forth in Section 4.24(a) of the HomeTrust Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of HomeTrust and its Subsidiaries that, as of December 31, 2013, were classified by HomeTrust as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” or words of similar import, together with the principal amount of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of HomeTrust or any of its Subsidiaries that, as of December 31, 2013, was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeTo HomeTrust’s knowledge, each Loan of Cascade HomeTrust and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade HomeTrust and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException. (c) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Each outstanding Loan originated, administered and/or serviced by HomeTrust or any of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered andand/or serviced, where applicable, servicedby HomeTrust or a HomeTrust Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade HomeTrust and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which HomeTrust or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan after the expiration of six months from the date of sale. (e) There are no outstanding Loans made by Cascade HomeTrust or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade HomeTrust or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (ef) Neither Cascade HomeTrust nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2010 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except the Company and its Subsidiaries are the sole legal and beneficial owners of each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) reflected in the latest financial statements included in the Company SEC Documents filed prior to the date hereof as set forth in Section 4.23(a) being owned by the Company or a Subsidiary of the Cascade Disclosure ScheduleCompany or made or acquired after the date thereof (except such loans as may have been sold or otherwise disposed of since the date thereof) (collectively, neither Cascade nor “Company Loans”) and are the sole legal owners or beneficiaries of or under any related notes, deeds of its Subsidiaries is a party trust, mortgages, security agreements, guaranties, indemnities, financing statements, assignments, endorsement, bonds, letters of credit, accounts, insurance contracts and policies, escrow documents, participation agreements (if applicable), and all other documents evidencing or securing the Company Loans (collectively, the “Company Loan Documentation”) and all related loan files, servicing files, credit reports, Tax Returns, appraisals, and all other documents relating to the Company Loans (i) collectively, with the Company Loan Documentation, the “Company Loan Files”), in each case, free and clear of any written or oral Liens, except for Permitted Liens. The Company has made available to Parent all Company Loan in which Cascade or any Subsidiary Files as of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms date hereof, all of which the obligor wasare complete, as of September 30accurate and current in all material respects. No Company Loans have been waived, 2013impaired, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any directoramended, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiariesmodified, superseded, extended, satisfied, canceled, rescinded, or to subordinated in any material respect, other than in the knowledge ordinary course of Cascade, any affiliate of any of the foregoingbusiness. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Company Material Adverse Effect on CascadeEffect, each Company Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade the Company and its Subsidiaries as secured Loansloans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsCreditors’ Rights. (c) Except as would not reasonably be expected to have a Material Adverse Effect At the time of the origination of each Company Loan, the origination, due diligence and underwriting performed by or on Cascade, each outstanding Loan behalf of Cascade the Company and its Subsidiaries (including Loans held for resale to investors) was solicited in connection with each Company Loan complied in all material respects with the terms, conditions and originatedrequirements of the Company’s origination, due diligence, underwriting procedures, guidelines and standards. Each outstanding Company Loan is and has been administered and, where applicable, serviced, and the relevant Company Loan files Files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documentsCompany Loan Documentation, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local lawsLaws, regulations and rulesindustry-accepted practices. (d) There are no outstanding Loans made by Cascade Except as would not reasonably be expected, either individually or in the aggregate, to have a Company Material Adverse Effect, the Company Loan Documentation for each Company Loan contains provisions that render the rights and remedies of the holder thereof adequate for the practical realization against any of its Subsidiaries to any “executive officer” mortgaged property or other “insider” (as each such term is defined in Regulation O promulgated collateral of the principal benefits of the security intended to be provided thereby, including realization by the Federal Reserve Board) of Cascade or its Subsidiariesjudicial or, other than Loans that are if applicable, nonjudicial foreclosure subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Creditors’ Rights. Neither Cascade the Company nor any of its Subsidiaries has (i) received any written notice asserting any offset, defense (including the defense of usury), claim (including claims of lender liability), counterclaim or right to rescission with respect to any Company Loan or Company Loan Documentation, or (ii) has knowledge of (A) any uncured material monetary default in excess of thirty (30) days or event of acceleration existing under any Company Loan, (B) any uncured material non-monetary default, breach, violation or event of acceleration existing beyond the applicable grace or cure period under any Company Loan, (C) any condition or event such that, with the passage of time and/or giving of notice and/or the expiration of any grace or cure period, would constitute a material monetary default, material non-monetary default, breach, violation or event of acceleration under any Company Loan, or (D) any material breach of any Company Loan by the Company or any of its Subsidiaries. As of the date of origination and to the Company’s knowledge as of the date hereof, neither any mortgaged property underlying any Company Loan, nor any portion thereof, is now nor has it ever been since the subject of, and no borrower or guarantor under a Company Loan is a debtor in state or federal bankruptcy, insolvency or similar Proceeding. The allowance for current expected credit losses as reflected in the Company SEC Documents as of each quarter ended after December 31, 20102021, subject was in the reasonable opinion of the Company’s management adequate to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loansmeet all reasonably anticipated credit losses (including losses on unfunded construction holdbacks).

Loan Portfolio. (a) As The allowances for loan and lease losses as reflected in the Chemical Reports were in the reasonable opinion of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to Chemical’s management (i) any written or oral Loan in which Cascade or any Subsidiary adequate to meet all reasonably anticipated loan and lease losses, net of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, recoveries related to loans previously charged off as of September 30those dates, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans consistent with any director, executive officer or 5% or greater shareholder GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingexamination in all material respects. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeChemical, each Loan of Cascade Chemical and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Chemical and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, (iii) to the extent any Loan constitutes an operating lease, Chemical or its applicable Subsidiary, as the case may be, has legal and beneficial ownership of the assets under such operating lease, and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect on CascadeChemical, each outstanding Loan of Cascade Chemical and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade Chemical and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade Chemical or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade Chemical or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade Chemical nor any of its Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) has knowledge of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (f) Section 4.25(f) of Chemical Disclosure Schedule sets forth a true, correct and complete list of (i) all Loans in which Chemical or any TCF Subsidiary is a creditor which, as of September 30, 2018, had an outstanding balance of $100,000 or more and under the terms of which the obligor has, as of September 30, 2018, over ninety (90) days delinquent in payment of principal or interest, (ii) all Loans of Chemical and Chemical Subsidiaries that, as of September 30, 2018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Chemical or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (iii) each Loan classified by Chemical as a Troubled Debt Restructuring as defined by GAAP. (g) Except as set forth on Section 4.25(g) of the Chemical Disclosure Schedule, none of the agreements pursuant to which Chemical or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than early termination defaults). Neither Chemical nor any Chemical Subsidiary (i) has been notified of any material repurchase obligation under any agreement of the type described in the preceding sentence since January 1, 2017, or (ii) has any knowledge of any facts or circumstances which would reasonably be expected to give rise to any such material repurchase obligation. (h) Chemical and each of its Subsidiaries, in each case to the extent it is a servicer of any transaction sponsored by Chemical or any Chemical Subsidiary under which Chemical or any Chemical Subsidiary has sold or pledged receivables in a securitization in which securities backed by, or other interests in, such receivables were sold and any of such securities or other interest remains outstanding (each, a “Chemical Securitization Transaction”), are in compliance in all material respects with all contracts or agreements to which each of them is bound under such Chemical Securitization Transaction (collectively, “Chemical Securitization Instruments”). Chemical and each of its Subsidiaries, in each case to the extent that it is the issuing entity in any Chemical Securitization Transaction, have performed in all material respects all of their respective obligations under the Chemical Securitization Instruments. Chemical and each of its Subsidiaries, in each case to the extent that it is the depositor in any Chemical Securitization Transaction (in such capacity, a “Chemical Securitization Depositor”), have performed in all material respects all of their respective obligations under the Chemical Securitization Instruments. Section 4.25(h) of the Chemical Disclosure Schedule contains a list of all outstanding Chemical Securitization Transactions. (i) Since January 1, 2015, Chemical and any Chemical Subsidiary that has acted as a Chemical Securitization Depositor has made or caused to be made all filings required to be made by it under the Exchange Act, or has otherwise corrected any errant filings or resolved any such filings with the SEC. There are no pending or, to the knowledge of Chemical, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any private placement memorandum or other offering document (including any amendments or supplements thereto), as of the date on which it was issued in any Chemical Securitization Transaction, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by Chemical or any of its Subsidiaries in violation of Section 5 of the Securities Act in any Chemical Securitization Transaction. Neither Chemical nor any Chemical Subsidiary, to the extent an issuing entity in any Chemical Securitization Transaction, is required to register as an investment company under the Investment Company Act. (j) Neither Chemical nor any of its Subsidiaries has acted in the capacity of guarantor or credit enhancer in any Chemical Securitization Transaction, nor has Chemical or any of its Subsidiaries provided any type of guaranty in any Chemical Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities.

Loan Portfolio. (a) As The allowances for loan and lease losses as reflected in the TCF Reports were in the reasonable opinion of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to TCF’s management (i) any written or oral Loan in which Cascade or any Subsidiary adequate to meet all reasonably anticipated loan and lease losses, net of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, recoveries related to loans previously charged off as of September 30those dates, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans consistent with any director, executive officer or 5% or greater shareholder GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingexamination in all material respects. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeTCF, each Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of Cascade TCF and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade TCF and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, (iii) to the extent any Loan constitutes an operating lease, TCF or its applicable Subsidiary, as the case may be, has legal and beneficial ownership of the assets under such operating lease, and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect on CascadeTCF, each outstanding Loan of Cascade TCF and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade TCF and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade TCF or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade TCF or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade TCF nor any of its Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) has knowledge of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (f) Section 3.25(f) of the TCF Disclosure Schedule sets forth a true, correct and complete list of (i) all Loans in which TCF or any TCF Subsidiary is a creditor which, as of September 30, 2018, had an outstanding balance of $100,000 or more and under the terms of which the obligor has, as of September 30, 2018, over ninety (90) days delinquent in payment of principal or interest, (ii) all Loans of TCF and the TCF Subsidiaries that, as of September 30, 2018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by TCF or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (iii) each Loan classified by TCF as a Troubled Debt Restructuring as defined by GAAP. (g) Except as set forth on Section 3.25(g) of the TCF Disclosure Schedule, none of the agreements pursuant to which TCF or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than early termination defaults). Neither TCF nor any TCF Subsidiary (i) has been notified of any material repurchase obligation under any agreement of the type described in the preceding sentence since January 1, 2017, or (ii) has any knowledge of any facts or circumstances which would reasonably be expected to give rise to any such material repurchase obligation. (h) TCF and each of its Subsidiaries, in each case to the extent it is a servicer of any transaction sponsored by TCF or any TCF Subsidiary under which TCF or any TCF Subsidiary has sold or pledged receivables in a securitization in which securities backed by, or other interests in, such receivables were sold and any of such securities or other interest remains outstanding (each, a “TCF Securitization Transaction”), are in compliance in all material respects with all contracts or agreements to which each of them is bound under such TCF Securitization Transaction (collectively, “TCF Securitization Instruments”). TCF and each of its Subsidiaries, in each case to the extent that it is the issuing entity in any TCF Securitization Transaction, have performed in all material respects all of their respective obligations under the TCF Securitization Instruments. TCF and each of its Subsidiaries, in each case to the extent that it is the depositor in any TCF Securitization Transaction (in such capacity, a “TCF Securitization Depositor”), have performed in all material respects all of their respective obligations under the TCF Securitization Instruments. Section 3.25(h) of the TCF Disclosure Schedule contains a list of all outstanding TCF Securitization Transactions. (i) Since January 1, 2015, TCF and any TCF Subsidiary that has acted as a TCF Securitization Depositor has made or caused to be made all filings required to be made by it under the Exchange Act, or has otherwise corrected any errant filings or resolved any such filings with the SEC. There are no pending or, to the knowledge of TCF, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any private placement memorandum or other offering document (including any amendments or supplements thereto), as of the date on which it was issued in any TCF Securitization Transaction, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by TCF or any of its Subsidiaries in violation of Section 5 of the Securities Act in any TCF Securitization Transaction. Neither TCF nor any TCF Subsidiary, to the extent an issuing entity in any TCF Securitization Transaction, is required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (j) Neither TCF nor any of its Subsidiaries has acted in the capacity of guarantor or credit enhancer in any TCF Securitization Transaction, nor has TCF or any of its Subsidiaries provided any type of guaranty in any TCF Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities.

Loan Portfolio. (a1) As of the date hereofEach loan, except as set forth in Section 4.23(aloan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) of the Cascade Disclosure Schedule(collectively, neither Cascade nor any of its Subsidiaries is a party to (i“Loans”) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an currently outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced by written notes, agreements or other evidences of indebtedness Indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) to the Knowledge of the Company and its Subsidiaries, is the a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each outstanding Loan of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant . The notes or other credit or security documents, the written underwriting standards of Cascade and its Subsidiaries (and, documents with respect to each such outstanding loan were in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and compliance in all material respects with all applicable federal, state laws at the time of origination or purchase by the Company or its Subsidiaries and local laws, regulations are complete and rulescorrect in all material respects. (d2) There are no outstanding Loans made by Cascade None of the agreements pursuant to which the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (3) Except as set forth in the Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries have made any Loans to any “directors, executive officer” or other “insider” officers and principal shareholders (as each such term is terms are defined in Regulation O promulgated by of the Federal Reserve BoardBoard (12 C.F.R. Part 215)) of Cascade the Company or any of its Subsidiaries, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than Loans that are subject to and that were made and continue to be reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O or that and (iii) all such Loans are exempt therefromand were originated in compliance in all material respects with all applicable laws. (e4) Neither Cascade nor As of the date hereof, to the Knowledge of the Company and its Subsidiaries (i) the characteristics of each loan portfolio of the Company and its Subsidiaries have not materially changed from the characteristics of the loan portfolio of the Company and its Subsidiaries as of January 31, 2011 and (ii) the characteristics of each Loan of the Company and its Subsidiaries has not materially changed from the characteristics of each Loan of the Company and its Subsidiaries as of January 31, 2011. (5) The Company has, prior to the date of this Agreement, provided to the Investors or their representatives true, correct and complete lists of: (i) all Loans held by the Company or any of its Subsidiaries is now nor that, during the past twelve months, have had their respective terms to maturity accelerated or with respect to which the Company or any of its Subsidiaries has it ever notified the borrower of its intention to accelerate the Loan or declare a default, (ii) all Loan commitments or lines of credit that have been since December 31, 2010, subject to terminated or amended by the Company or any fine, suspension, settlement of its Subsidiaries during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other contract events or circumstances affecting the credit of the borrower, (iii) each borrower, customer or other administrative agreement party which has notified the Company or sanction byany of its Subsidiaries during the past twelve months of, or has asserted against the Company or any reduction of its Subsidiaries, orally or in any loan purchase commitment fromwriting, any Governmental Entity “lender liability” or Regulatory Agency relating similar claim, (iv) all Loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, during the past twelve months, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the originationagreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, sale or servicing (E) where a specific reserve allocation exists in connection therewith and (v) all assets classified by the Company or any of mortgage its Subsidiaries as OREO and all other assets currently held that were acquired through foreclosure or consumer Loansin lieu of foreclosure.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeHuntington, each outstanding Loan of Cascade Huntington and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Huntington and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cb) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeHuntington, each outstanding Loan of Cascade Huntington and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade Huntington and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which Huntington or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults). (d) There are no outstanding Loans made by Cascade Huntington or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade Huntington or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade Huntington nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeNYCB, each outstanding Loan of Cascade and its NYCB or any of the NYCB Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade NYCB and its the NYCB Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cb) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeNYCB, each outstanding Loan of Cascade and its NYCB or any of the NYCB Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade NYCB and its the NYCB Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (dc) There are no outstanding Loans made by Cascade None of the agreements pursuant to which NYCB or any of its the NYCB Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to any “executive officer” repurchase such Loans or interests therein solely on account of a payment default (other “insider” (as each such term is defined in Regulation O promulgated than early payment defaults) by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefromobligor on any such Loan. (ed) Neither Cascade NYCB nor any of its the NYCB Subsidiaries is now now, nor has it ever been since December 31January 1, 20102018, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, by any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage mortgage, commercial or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeFIBK, each Loan of Cascade and FIBK or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade FIBK and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cb) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeFIBK, each outstanding Loan of Cascade and FIBK or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade FIBK and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which FIBK or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (d) There are no outstanding Loans made by Cascade FIBK or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade FIBK or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FIBK, neither FIBK nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2019 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade Allegiance nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade Allegiance or any Allegiance Subsidiary of Cascade is a creditor with that, as of September 30, 2021, had an outstanding balance of five hundred thousand dollars ($500,000) 5,000,000 or more and under the terms of which the obligor was, as of September 30, 20132021, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 4.24(a) of the Allegiance Disclosure Schedule is a true, correct and complete list of (A) all the Loans of Allegiance and its Subsidiaries that, as of September 30, 2021, had an outstanding balance of $5,000,000 and were classified by Allegiance as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest or on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (iie.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) Loans with any director, executive officer or 5% or greater shareholder each asset of Cascade Allegiance or any of its SubsidiariesSubsidiaries that, or to as of September 30, 2021, is classified as “Other Real Estate Owned” and the knowledge of Cascade, any affiliate of any of the foregoingbook value thereof. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeAllegiance, each Loan of Cascade and Allegiance or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Allegiance and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected perfected; and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeAllegiance, each outstanding Loan of Cascade and Allegiance or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade Allegiance and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As Section 3.16 of the First Charter Disclosure Schedule sets forth, as of June 30, 2007 (i) the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements and interest-bearing assets) payable to First Charter or its Subsidiaries (collectively, “Loans”), other than “nonaccrual” Loans, (ii) the aggregate outstanding principal amount of all “nonaccrual” Loans, (iii) a summary of all Loans designated as of such date hereofby First Charter as “Special Mention”, except as set forth in Section 4.23(a“Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and the amount of specific reserves with respect to each such category of Loans and (iv) each asset of the Cascade Disclosure Schedule, neither Cascade nor First Charter or any of its Subsidiaries that is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more classified as “Other Real Estate Owned” and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingbook value thereof. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by First Charter or its Subsidiaries, and all such Loans purchased by First Charter or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and First Charter or its Subsidiaries have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans. (c) Except as would not reasonably be expected to have a Material Adverse Effect disclosed on Cascade, each outstanding Loan Section 3.16 of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes First Charter Disclosure Schedule or other credit or security documents, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investorsFirst Charter SEC Reports, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 20102006, subject none of the bank Subsidiaries of First Charter (the “First Charter Bank Subsidiaries”) has incurred any unusual or extraordinary loan losses which are material to any fineFirst Charter and its Subsidiaries on a consolidated basis; to First Charter’s knowledge and in light of each of the First Charter Bank Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, suspensionas of June 30, settlement or other contract or other administrative agreement or sanction by2007, or any reduction in any its reserves for loan purchase commitment from, any Governmental Entity or Regulatory Agency relating losses are adequate to absorb potential loan losses determined on the basis of management’s continuing review and evaluation of the loan portfolio and its judgment as to the origination, sale or servicing impact of mortgage or consumer Loanseconomic conditions on the portfolio.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeHuntington, each outstanding Loan of Cascade and Huntington or its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Huntington and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cb) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeHuntington, each outstanding Loan of Cascade and Huntington or its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade Huntington and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which Huntington or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan. (d) There are no outstanding Loans “extensions of credit” made by Cascade Huntington or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board12 C.F.R. Part 215) of Cascade Huntington or its Subsidiaries, other than Loans extensions of credit that are subject to and that were made and continue to be in compliance with Regulation O 12 C.F.R. Part 215 in all material respects or that are exempt therefrom. (e) Neither Cascade Huntington nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102017, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on Cascadewith respect to Parent, each outstanding Loan of Cascade Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Parent and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cb) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on Cascadewith respect to Parent, each outstanding Loan of Cascade Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which Parent or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults). (d) There are no outstanding Loans made by Cascade Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade Parent nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Banner Disclosure Schedule, neither Cascade Banner nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade Banner or any Subsidiary of Cascade Banner is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30August 31, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade Banner or any of its Subsidiaries, or to the knowledge of CascadeBanner, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeBanner, each Loan of Cascade Banner and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Banner and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeBanner, each outstanding Loan of Cascade Banner and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade Banner and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade Banner or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade Banner or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade Banner nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereofof this Agreement, except as set forth in Section 4.23(a3.25(a) of the Cascade Company Disclosure Schedule, neither Cascade Company nor any of its Subsidiaries is a party to (i) any written or oral Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Cascade Company or any Subsidiary of Cascade Company is a creditor with that, as of December 31, 2023, had an outstanding balance of five hundred thousand dollars ($500,000) 5,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132023, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Company Disclosure Schedule is a true, correct and complete list of (A) all the Loans of Company and its Subsidiaries that, as of December 31, 2023, had an outstanding balance of $5,000,000 or more and were classified by Company as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” or words of similar import, together with the principal amount of and accrued and unpaid interest or on each such Loan, together with the aggregate principal amount of such Loans by category and (iiB) Loans with any director, executive officer or 5% or greater shareholder each asset of Cascade Company or any of its SubsidiariesSubsidiaries that, or to as of December 31, 2023, is classified as “Other Real Estate Owned” and the knowledge of Cascade, any affiliate of any of the foregoingbook value thereof. (b) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeCompany, each Loan of Cascade and Company or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeCompany and except for Loans not originated by Company or any of its Subsidiaries, each outstanding Loan of Cascade and Company or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a3.16(a) of the Cascade Seller Disclosure ScheduleSchedule sets forth, neither Cascade nor as of August 31, 2012 (i) the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to Seller or its Subsidiaries (collectively, “Loans”), other than “nonaccrual” Loans, (ii) the aggregate outstanding principal amount of all “nonaccrual” Loans, (iii) a summary of all Loans designated as of such date by Seller as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and the amount of specific reserves with respect to each such category of Loans and (iv) each asset of Seller or any of its Subsidiaries that is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more classified as “Other Real Estate Owned” and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingbook value thereof. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Seller or its Subsidiaries, and all such Loans purchased by Seller or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and Seller or its Subsidiaries have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans. (c) Except as Since June 30, 2012, none of the Seller Subsidiaries has incurred any unusual or extraordinary loan losses that would not reasonably be expected to have a Material Adverse Effect on Cascade, Seller; to Seller’s knowledge and in light of each outstanding Loan of Cascade the Seller Subsidiaries’ historical loan loss experience and its Subsidiaries (including Loans held management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the Seller SEC Reports were, on the respective dates thereof, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a4.25(a) of the Cascade BancorpSouth Disclosure Schedule, neither Cascade BancorpSouth nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade BancorpSouth or any Subsidiary of Cascade BancorpSouth is a creditor with that, as of December 31, 2020, had an outstanding balance of five hundred thousand dollars ($500,000) 5,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132020, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 4.25(a) of the BancorpSouth Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of BancorpSouth and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $5,000,000 and were classified by BancorpSouth as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest or on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (iie.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category, and (B) Loans with any director, executive officer or 5% or greater shareholder each asset of Cascade BancorpSouth or any of its SubsidiariesSubsidiaries that, or to as of December 31, 2020, is classified as “Other Real Estate Owned” and the knowledge of Cascade, any affiliate of any of the foregoingbook value thereof. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeBancorpSouth, each Loan of Cascade and BancorpSouth or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade BancorpSouth and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeBancorpSouth, each outstanding Loan of Cascade and BancorpSouth or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade BancorpSouth and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of The allowance for loan and lease losses as reflected in the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor CBI Financial Statements was, as of September 30the date of each of the CBI Financial Statements, 2013in the reasonable opinion of CBI’s management, over ninety (90i) days or more delinquent in payment adequate to meet all reasonably anticipated loan and lease losses, net of principal or interest or recoveries related to loans previously charged off as of the dates of the CBI Financial Statements, (ii) Loans consistent with any directorreasonable and sound banking practices, executive officer or 5% or greater shareholder and (iii) in conformance with recommendations and comments in reports of Cascade or any of its Subsidiariesexamination and in compliance in all material respects with the standards established by the applicable Regulatory Authorities, or to the knowledge of Cascade, any affiliate of any of the foregoingFinancial Accounting Standards Board and GAAP. (b) Except as would not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CascadeCBI, each Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of Cascade CBI and its the CBI Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade CBI and its the CBI Subsidiaries as a secured LoansLoan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancesLiens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Section 3.25(b) of the CBI Disclosure Schedule lists each Loan that has as of the date hereof an outstanding balance of $250,000 or more and that (A) is over 90 days or more delinquent in payment of principal or interest, (B) is classified by CBI as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (C) has undergone troubled debt restructuring, or (D) is an Unsecured Loan. (c) Except as would not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CascadeCBI, each outstanding Loan of Cascade CBI and its the CBI Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade CBI and its the CBI Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which CBI or any of the CBI Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contains any obligation to repurchase the Loans or interests therein solely on account of a payment default by the obligor on the Loan (other than first payment post-sale defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by Cascade CBI or any of its the CBI Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve BoardFRB) of Cascade CBI or its the CBI Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom, which are listed in Section 3.25 of the CBI Disclosure Schedule. (ef) Neither Cascade Subject to Section 8.15, neither CBI nor any of its the CBI Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (g) Without limitation of the foregoing, CBI and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable provision of, or any applicable regulation, policy and/or guideline of any Governmental Entity promulgated under or relating to, the CARES Act. Section 3.25(g) of the CBI Disclosure Schedule lists (i) each Loan of CBI or any CBI Subsidiary as of the date of this Agreement that was made in connection with the Paycheck Protection Program established under the CARES Act, and (ii) each Loan of CBI and the CBI Subsidiaries that is a CARES Act Modified Loan (including all outstanding amounts and the expiration date for any deferral or other modification).

Loan Portfolio. (a) As All loans shown in the Piedmont Financial Statements, or which were entered into after December 31, 2005, but before the Closing Date, were and will be made in all material respects for good, valuable and adequate consideration in the ordinary course of the date hereofbusiness of Piedmont or the Bank, except as set forth in Section 4.23(a) of the Cascade Disclosure Scheduleaccordance in all material respects with sound banking practices, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of CascadePiedmont are not subject to any material defenses, setoffs or counterclaims, including without limitation any affiliate such as are afforded by usury or truth in lending laws. To the knowledge of any of Piedmont, the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements notes or other evidences of indebtedness that are trueevidencing such loans and all forms of pledges, mortgages and other collateral documents and security agreements are, and will be, enforceable, valid, true and genuine and what they purport to be, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and (ii) general principles of equity. Piedmont and the Bank have not sold, purchased or entered into any loan participation arrangement except where such participation is on a pro rata basis according to the extent carried on respective contributions of the books and records participants to such loan amount. Piedmont has no knowledge that any condition of Cascade and its Subsidiaries property in which Piedmont or the Bank has an interest as secured Loanscollateral to secure a loan violates the Environmental Laws or obligates Piedmont or the Bank or the owner or operator of such property to remedy, stabilize, neutralize or otherwise alter the environmental condition of such property. (b) Except as set forth in Schedule 3.25(b) of the Piedmont Disclosure Schedules, neither Piedmont nor the Bank had any loan in excess of $20,000 that has been secured classified by valid charges, mortgages, pledges, security interests, restrictions, claims, liens regulatory examiners or encumbrances, management of Piedmont or the Bank as applicable, which have “Substandard,” “Doubtful” or “Loss” or in excess of $20,000 that has been perfected and identified by accountants or auditors (iiiinternal or external) is the legal, valid and binding obligation as having a significant risk of uncollectability. As of the obligor named thereindate hereof, enforceable the most recent loan watch list of Piedmont or the Bank and a list of all loans in accordance excess of $20,000 that Piedmont or the Bank has determined to be ninety (90) days or more past due with its terms, subject respect to principal or interest payments or has placed on nonaccrual status are set forth in Schedule 3.25(b) of the Enforceability ExceptionsPiedmont Disclosure Schedules. (c) Except as would otherwise disclosed on Schedule 3.25(c) of the Piedmont Disclosure Schedules, all guarantees of indebtedness owed to Piedmont or the Bank including but not reasonably be expected limited to have a Material Adverse Effect on Cascadethose of the Federal Housing Administration, each outstanding Loan of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedSmall Business Administration, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local lawsfederal agencies, regulations are valid and rulesenforceable, except to the extent enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors rights generally or equitable principles or doctrines. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (Except as each such term is defined in Regulation O promulgated by the Federal Reserve Boardotherwise disclosed on Schedule 3.25(d) of Cascade the Piedmont Disclosure Schedules, in originating, purchasing, underwriting, servicing, and discharging loans, mortgages, land contracts, and contractual obligations relating thereto, either for their own account or its Subsidiariesfor the account of others, other than Loans that are subject Piedmont and the Bank have complied in all material respects with all applicable terms and conditions of such obligations and with all applicable laws, regulations, rules, contractual requirements, and procedures with respect to and that were made and continue to be in compliance with Regulation O or that are exempt therefromsuch activities. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereofEach loan agreement, except as set forth in Section 4.23(anote or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) of the Cascade Disclosure Schedule, neither Cascade nor any of payable to Buyer or its Subsidiaries is (each, a party to (i“Buyer Loan”) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Buyer Loans originated by Buyer or its Subsidiaries, and all such Buyer Loans purchased by Buyer or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Buyer Loans (and any related guarantees) and payments due thereunder are, and at the Enforceability ExceptionsEffective Time will be, free and clear of any Lien, except to the extent such loans are pledged in the ordinary course of business to secure obligations of Buyer or its Subsidiaries, and Buyer or its Subsidiaries have complied in all material respects, and at the Effective Time will have complied in all material respects, with all laws and regulations relating to such Buyer Loans. (cb) Except as would not reasonably be expected disclosed in the Buyer SEC Reports, since December 31, 2011, none of Buyer’s bank Subsidiaries has incurred any unusual or extraordinary loan losses that are material to have a Material Adverse Effect on Cascade, each outstanding Loan of Cascade Buyer and its Subsidiaries (including Loans held on a consolidated basis; to Buyer’s knowledge and in light of each of the Buyer Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the financial statements included in the Buyer SEC Reports were, on the respective filing dates, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such filing date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. All loans receivable (aincluding discounts) As and accrued interest entered on the books of DNB and the date hereofDNB Subsidiaries arose out of bona fide arm's-length transactions, were made for good and valuable consideration in the ordinary course of DNB's or the appropriate DNB Subsidiary's respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. To DNB's Knowledge, the loans, discounts and the accrued interest reflected on the books of DNB and the DNB Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as set forth in Section 4.23(a) may be provided by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of the Cascade Disclosure Scheduleequity. With respect to all such loans, neither Cascade nor any of its Subsidiaries is DNB or a party to (i) any written or oral Loan in which Cascade or any DNB Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more has good and under the terms of which the obligor wasmarketable title, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate free and clear of any and all encumbrances, liens, pledges, equities, claims, charges, rights of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan first refusal or similar rights or security interests of Cascade any nature encumbering such loan and its Subsidiaries (i) is are evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to becorrect, (ii) and to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loanssecured, has been are secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the interests that are legal, valid and binding obligation obligations of the obligor named thereinmaker thereof, enforceable in accordance with its termsthe respective terms thereof, subject to the Enforceability Exceptions. (c) Except except as would not reasonably such enforcement may be expected to have a Material Adverse Effect on Cascadelimited by bankruptcy, each outstanding Loan of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedinsolvency, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes reorganization or other credit similar laws or security documentsequitable principles affecting the enforcement of creditors' rights, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and ruleswhich have been perfected. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeParent, each outstanding Loan of Cascade and its Parent or any of the Parent Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Parent and its the Parent Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cb) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeParent, each outstanding Loan of Cascade and its Parent or any of the Parent Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade Parent and its the Parent Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (dc) There are no outstanding Loans made by Cascade None of the agreements pursuant to which Parent or any of its the Parent Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to any “executive officer” repurchase such Loans or interests therein solely on account of a payment default (other “insider” (as each such term is defined in Regulation O promulgated than early payment defaults) by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefromobligor on any such Loan. (ed) Neither Cascade Parent nor any of its the Parent Subsidiaries is now now, nor has it ever been since December 31January 1, 20102017, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, by any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage mortgage, commercial or consumer Loans.

Loan Portfolio. (a) As The allowance for loan and lease losses as reflected in the Company Reports, and as of each quarter ended after December 31, 2017, was in the reasonable opinion of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to Company’s management (i) any written or oral Loan in which Cascade or any Subsidiary adequate to meet all reasonably anticipated loan and lease losses, net of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, recoveries related to loans previously charged off as of September 30those dates, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans consistent with any director, executive officer or 5% or greater shareholder GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingexamination in all material respects. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on Cascadethe Company, each Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of Cascade the Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect on Cascadethe Company, each outstanding Loan of Cascade the Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade the Company nor any of its Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (f) Section 3.25(f) of the Company Disclosure Schedule sets forth a true, correct and complete list of (A) all Loans in which the Company or any Company Subsidiary is a creditor which, as of June 30, 2018, has an outstanding balance of $100,000 or more and under the terms of which the obligor has, as of June 30, 2018, over ninety (90) days delinquent in payment of principal or interest, (B) all Loans of the Company and the Company Subsidiaries that, as of June 30, 2018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (C) each Loan classified by the Company as a Troubled Debt Restructuring as defined by GAXX. (x) Xxxx xf the agreements pursuant to which the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults).

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeC&N, each outstanding Loan of Cascade C&N and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade C&N and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Bankruptcy and Equity Exceptions. (cb) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeC&N, each outstanding Loan of Cascade C&N and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade C&N and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which C&N or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (d) There are no outstanding Loans made by Cascade C&N or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade C&N or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade C&N nor any of its Subsidiaries is now nor has it ever been since December 31, 201031 of the Prior Year, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of neither the Cascade Disclosure Schedule, neither Cascade Company nor any of its the Company Subsidiaries is a party to (i) any written or oral Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Cascade the Company or any Company Subsidiary of Cascade is a creditor with and that, as of September 30, 2020, had an outstanding balance of five hundred thousand dollars ($500,000) 500,000 or more and under the terms of which the obligor was, as of September 30, 20132020, over ninety (90) 90 days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoinginterest. (b) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on CascadeEffect, each Loan of Cascade and its the Company or any of the Company Subsidiaries with an outstanding balance of $500,000 or more as of September 30, 2020 (i1) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii2) to the extent carried on the books and records of Cascade the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii3) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to terms (except as may be limited by the Enforceability Exceptions). (c) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Each outstanding Loan of Cascade the Company and its Company Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade the Company and its Company Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesLaws. (d) There are no outstanding Loans made by Cascade the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Board of Governors of the Federal Reserve BoardSystem (the “Federal Reserve”)) of Cascade the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade the Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set Set forth in Section 4.23(aConfidential Schedule 4.20(a) of the Cascade Parent Disclosure Schedule, neither Cascade nor any of its Subsidiaries Schedules is a party to true, correct and complete list of (i) any written or oral Loan in which Cascade or any Subsidiary all of Cascade is a creditor with an outstanding balance the Loans of five hundred thousand dollars ($500,000) or more Parent and under the terms of which the obligor wasits Subsidiaries that, as of September 30, 20132016, over ninety were classified by Parent as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (90) days or more delinquent in payment e.g., commercial, consumer, etc.), together with the aggregate principal amount of principal or interest or such Loans by category and (ii) Loans with any director, executive officer or 5% or greater shareholder each asset of Cascade Parent or any of its SubsidiariesSubsidiaries that, or to as of September 30, 2016, is classified as “Other Real Estate Owned” and the knowledge of Cascade, any affiliate of any of the foregoingbook value thereof. (b) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeParent, each Loan of Cascade Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Parent and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Notwithstanding the foregoing, no representation or warranty is made as to the sufficiency of collateral securing or the collectability of the Loans. (c) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeParent, each outstanding Loan of Cascade Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesLaws. (d) None of the agreements pursuant to which Parent or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Cascade Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (ef) Neither Cascade Parent nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of The allowance for credit losses as reflected in the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor SYBT Reports was, as of September 30, 2013, over ninety (90) days or more delinquent in payment the date of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any each of the foregoingSYBT Financial Statements, in the reasonable opinion of the SYBT’s management, in compliance with SYBT’s existing methodology for determining the adequacy of the allowance for credit losses and in compliance in all material respects with the standards established by the applicable Regulatory Authorities, the Financial Accounting Standards Board and GAAP. (b) Except as would not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CascadeSYBT, each Loan of Cascade SYBT and its the SYBT Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade SYBT and its the SYBT Subsidiaries as a secured LoansLoan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancesLiens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CascadeSYBT, each outstanding Loan of Cascade SYBT and its the SYBT Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade SYBT and its the SYBT Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding All Loans made by Cascade or any of its Subsidiaries to any “directors, executive officer” or other “insider” officers and principal shareholders (as each such term is terms are defined in Regulation O promulgated by the Federal Reserve BoardO) of Cascade SYBT or its Subsidiaries, other than Loans that any SYBT Subsidiary are subject to and that were made and continue to be originated in compliance in all material respects with Regulation O or that are exempt therefromall applicable laws and regulations. (e) Neither Cascade Subject to Section 8.15, neither SYBT nor any of its the SYBT Subsidiaries is now nor has it ever been since December 31January 1, 20102018, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade UMB nor any of its Subsidiaries is a party to (i) any written or oral Loan (i) Loans in which Cascade UMB or any Subsidiary of Cascade UMB is a creditor with that, as of December 31, 2023, had an outstanding balance of five hundred thousand dollars ($500,000) 1,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 2013, 2023 over ninety (90) days or more delinquent in payment of principal or interest interest, or (ii) Loans with any director, executive officer or five percent (5% %) or greater shareholder stockholder of Cascade UMB or any of its Subsidiaries, or to the knowledge of CascadeUMB, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeUMB, each Loan of Cascade and UMB or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade UMB and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeUMB, each outstanding Loan of Cascade and UMB or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade UMB and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which UMB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Cascade UMB or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade UMB or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (ef) Neither Cascade Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on UMB, neither UMB nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2022 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or UMB Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on UMB, as to each Loan that is secured, whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to UMB’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by UMB or any of its Subsidiaries, subject to the fulfillment of their obligations under the agreement with the Small Business Administration or other Governmental Entity that arise after the date hereof and assuming that any applicable applications, filings, notices, consents and approvals contemplated in ‎Section 3.04 and ‎Section 4.04 have been made or obtained.

Loan Portfolio. (ai) As All loans and discounts and accrued interest shown on the Seller Financial Statements or which were entered into after the date of the date hereofmost recent balance sheet included in the Seller Financial Statements arose out of bona fide arm's-length transactions, were and shall be made for good, valuable and adequate consideration in the ordinary course of the business of Seller and its Subsidiaries, in accordance with sound banking practices, and are not subject to any known defenses, set-offs or counter-claims, including any such as are afforded by usury or truth-in-lending laws, except as set forth in Section 4.23(a) may be provided by bankruptcy, solvency or similar laws or by general principles of the Cascade Disclosure Scheduleequity, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements notes or other evidences evidence of indebtedness that evidencing such loans (including discounts) and all forms of pledges, mortgages and other collateral documents and security agreements are truevalid, true and genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is Seller and its Subsidiaries have complied and shall prior to the legalEffective Time comply with all laws and regulations relating to such loans. (b) Seller has Previously Disclosed a listing, valid as of the last business day prior to the date of this Agreement, by account, of: (A) all loans (including loan participations) of Seller or any of the Seller Subsidiaries that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Seller or any of the Seller Subsidiaries that have been terminated by Seller or any of the Seller Subsidiaries during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) all loans, lines of credit and binding obligation loan commitments as to which Seller or any of the Seller Subsidiaries has given written notice of its intent to terminate during the past twelve months; (D) with respect to all commercial loans (including commercial real estate loans), all notification letters and other written communications from Seller or any of the Seller Subsidiaries to any of their respective borrowers, customers or other parties during the past twelve months wherein Seller or any of the Seller Subsidiaries has requested or demanded that actions be taken to correct existing defaults or facts or circumstances which may become defaults; (E) each borrower, customer or other party which has notified Seller or any of the Seller Subsidiaries during the past twelve months of, or has asserted against Seller or any of the Seller Subsidiaries, in each case in writing, any "lender liability" or similar claim, and, to the knowledge of Seller, each borrower, customer or other party which has given Seller or any of the Seller Subsidiaries any oral notification of, or orally asserted to or against Seller or any of the Seller Subsidiaries, any such claim; (F) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as "Other Loans Specially Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch list" or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor named thereinthereunder, enforceable (4) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower's ability to pay in accordance with its such initial terms, subject to the Enforceability Exceptions. or (c6) Except as would not reasonably be expected to have where a Material Adverse Effect on Cascade, each outstanding Loan of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedspecific reserve allocation exists in connection therewith, and (G) all assets classified by Seller or any Seller Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. The items Previously Disclosed above may exclude any individual loan with a principal outstanding balance of less than $50,000, provided that there is and disclosed for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $50,000 that has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesexcluded. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (ai) As of the date hereof, except as set forth in Section 4.23(a) of neither the Cascade Disclosure Schedule, neither Cascade Company nor any of its the Company Subsidiaries is a party to (i) any written or oral Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Cascade the Company or any Company Subsidiary of Cascade is a creditor with and that, as of September 30, 2020, had an outstanding balance of five hundred thousand dollars ($500,000) 500,000 or more and under the terms of which the obligor was, as of September 30, 20132020, over ninety (90) 90 days or more delinquent in payment of principal or interest or interest. (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on CascadeEffect, each Loan of Cascade and its the Company or any of the Company Subsidiaries with an outstanding balance of $500,000 or more as of September 30, 2020 (i1) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii2) to the extent carried on the books and records of Cascade the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii3) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to terms (except as may be limited by the Enforceability Exceptions). (ciii) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Each outstanding Loan of Cascade the Company and its Company Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade the Company and its Company Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesLaws. (div) There are no outstanding Loans made by Cascade the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Board of Governors of the Federal Reserve BoardSystem (the “Federal Reserve”)) of Cascade the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (ev) Neither Cascade the Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As The allowance for loan and lease losses as reflected in the Parent Financial Statements, and as of each fiscal quarter ended after December 31, 2020 was, in the reasonable opinion of the date hereofParent’s management, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary adequate to meet all reasonably anticipated loan and lease losses, net of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, recoveries related to loans previously charged off as of September 30those dates, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans consistent with any directorGAAP and reasonable and sound banking practices, executive officer or 5% or greater shareholder and (iii) in conformance with recommendations and comments in reports of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingexamination in all material respects. (b) Except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect on CascadeParent, each Loan of Cascade Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Parent and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens Liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (c) Except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect on CascadeParent, each outstanding Loan of Cascade Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local lawsLaws, regulations and rules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade Parent nor any of its Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102018, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any Person.

Loan Portfolio. (a) As All loans shown in the BHB Financial Statements, or which were entered into after December 31, 2004, but before the Closing Date, were and will be made in all material respects for good, valuable and adequate consideration in the ordinary course of the date hereof, except as set forth in Section 4.23(a) business of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade BHB or any Subsidiary of Cascade is a creditor BHB Subsidiary, in accordance in all material respects with an outstanding balance of five hundred thousand dollars ($500,000) or more sound banking practices, and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of CascadeBHB are not subject to any material defenses, setoffs or counterclaims, including without limitation any affiliate of any of the foregoing. (b) Except such as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced are afforded by notes, agreements usury or truth in lending laws. The notes or other evidences of indebtedness that are trueevidencing such loans and all forms of pledges, mortgages and other collateral documents and security agreements are, and will be, enforceable, valid, true and genuine and what they purport to be, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors' rights and remedies and (ii) general principles of equity. BHB and the BHB Subsidiaries have not sold, purchased or entered into any loan participation arrangement except where such participation is on a pro rata basis according to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation respective contributions of the obligor named thereinparticipants to such loan amount. BHB has no knowledge that any condition of property in which BHB or any BHB Subsidiary has an interest as collateral to secure a loan violates the Environmental Laws (defined in Section 3.19) or obligates BHB or any BHB Subsidiary or the owner or operator of such property to remedy, enforceable in accordance with its termsstabilize, subject to neutralize or otherwise alter the Enforceability Exceptionsenvironmental condition of such property. (cb) Except as would not reasonably be expected to have a Material Adverse Effect on Cascadeset forth in Schedule 3.25(b) of the BHB Disclosure Schedule, each outstanding Loan none of Cascade and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and BHB or any BHB Subsidiary had any loan in excess of $10,000 that has been administered and, where applicable, serviced, and classified by regulatory examiners or management of BHB or the relevant Loan files are being maintained, BHB Subsidiaries as "Substandard," "Doubtful" or "Loss" or in all material respects in accordance with excess of $10,000 that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability. As of the relevant notes or other credit or security documentsdate hereof, the written underwriting standards most recent loan watch list of Cascade BHB or any BHB Subsidiary and its Subsidiaries a list of all loans in excess of $10,000 that BHB or any BHB Subsidiary has determined to be ninety (and, 90) days or more past due with respect to principal or interest payments or has placed on nonaccrual status are set forth in the case of Loans held for resale to investors, the underwriting standards, if any, Schedule 3.25(b) of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesBHB Disclosure Schedules. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade The Prairie Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, Letter lists as of September August 31, 2006 each loan of Prairie Bank that has been classified by the FDIC, the State Agency or the FRB or management as “Other Loans Specially Mentioned,” “Substandard,” “Doubtful” or “Loss” or that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability. The most recent loan watch list of Prairie Bank and a list of all loans which Prairie Bank has determined to be thirty (30, 2013, over ninety (90) days or more delinquent in payment of past due with respect to principal or interest payments or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or has been placed on nonaccrual status has been provided to the knowledge of Cascade, any affiliate of any of the foregoingIntegra. (b) Except All loans and discounts shown on the Prairie Financial Statements or which were entered into after the date of the most recent balance sheet included in the Prairie Financial Statements were and shall be made for good, valuable and adequate consideration in the ordinary course of the business of Prairie and the Prairie Subsidiaries, in accordance with sound banking practices, and are not subject to any known defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency, reorganization or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such loans and all forms of pledges, mortgages and other collateral documents and security agreements are, and shall be, valid, true and genuine and what they purport to be and enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws or by general principles of equity. Prairie and the Prairie Subsidiaries have complied and shall prior to the Closing Date comply with all laws and regulations relating to such loans (including, without limitation, Regulation O, 12 C.F.R. Section 215 et seq.), except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade and its Subsidiaries (i) is evidenced by notes, agreements Prairie or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptionsany Prairie Subsidiary. (c) Except as would not reasonably be expected to have a Material Adverse Effect on CascadeThe reserves, each outstanding Loan of Cascade the allowance for possible loan and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, lease losses and the relevant Loan files carrying value for real estate owned which are being maintainedshown on the Prairie Financial Statements are, to the Knowledge of Prairie, adequate in all material respects in accordance with under the relevant notes or other credit or security documentsrequirements of generally accepted accounting principles applied on a consistent basis and safe and sound banking practices to provide for possible losses on items for which reserves were made, the written underwriting standards of Cascade loans and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, leases outstanding and real estate owned as of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesrespective dates. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeC&N, each outstanding Loan of Cascade C&N and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade C&N and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Bankruptcy and Equity Exceptions. (cb) Except as would not reasonably be expected likely to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeC&N, each outstanding Loan of Cascade C&N and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade C&N and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which C&N or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (d) There are no outstanding Loans made by Cascade C&N or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade C&N or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade C&N nor any of its Subsidiaries is now nor has it ever been since December 31, 201031 of the Prior Year, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade UMB nor any of its Subsidiaries is a party to (i) any written or oral Loan (i) Loans in which Cascade UMB or any Subsidiary of Cascade UMB is a creditor with that, as of December 31, 2023, had an outstanding balance of five hundred thousand dollars ($500,000) 1,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 2013, 2023 over ninety (90) days or more delinquent in payment of principal or interest interest, or (ii) Loans with any director, executive officer or five percent (5% %) or greater shareholder stockholder of Cascade UMB or any of its Subsidiaries, or to the knowledge of CascadeUMB, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeUMB, each Loan of Cascade and UMB or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade UMB and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeUMB, each outstanding Loan of Cascade and UMB or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade UMB and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which UMB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Cascade UMB or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade UMB or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (ef) Neither Cascade Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on UMB, neither UMB nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2022 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or UMB Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on UMB, as to each Loan that is secured, whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to UMB’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by UMB or any of its Subsidiaries, subject to the fulfillment of their obligations under the agreement with the Small Business Administration or other Governmental Entity that arise after the date hereof and assuming that any applicable applications, filings, notices, consents and approvals contemplated in Section 3.04 and Section 4.04 have been made or obtained.

Loan Portfolio. (a) As Each Factoring Transaction of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have a Material Adverse Effect on Cascade, each Loan of Cascade Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences arose out of indebtedness that are true, genuine and what they purport to bebona-fide arm’s-length transaction in the ordinary course of business, (ii) to the extent carried on the books is evidenced by documentation that is correct and records of Cascade and its Subsidiaries as secured Loanscomplete in all material respects for such transaction, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is represents the legal, valid and binding obligation of the obligor Client or account debtor (such persons referred to as an “Obligor”) thereunder and is enforceable against the Obligor named therein, enforceable therein in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar Law affecting the enforcement of creditors’ rights generally, and subject to general principles of equity (whether considered in a proceeding whether in equity or at law). (b) Each Factored Receivable (i) was purchased by the Enforceability ExceptionsCompany or any of its Subsidiaries and its principal balance as shown on the Company’s books and records is correct as of the date indicated therein, (ii) contains customary and enforceable provisions relating to rights and remedies of the holder thereof with respect to any collateral therefor, and (iii) complies, and at the time the Factored Receivable was purchased by the Company or any of its Subsidiaries complied, including as to the Purchase Documentation related thereto, in all material respects with all applicable Law. (c) Except as would not reasonably be expected With respect to have each Factored Receivable, the Company or the relevant Subsidiary has a Material Adverse Effect valid and enforceable Lien on Cascade, each outstanding Loan of Cascade and its Subsidiaries (including Loans held for resale the collateral described in the documents relating to investors) was solicited and originatedsuch Factored Receivable, and each such Lien is assignable and has been administered andthe priority described in the Purchase Documentation (except as may be limited by applicable bankruptcy, where applicableinsolvency, servicedmoratorium or similar Law affecting the enforcement of creditors’ rights generally, and the relevant Loan files are being maintained, subject to general principles of equity (whether considered in all material respects a proceeding whether in accordance with the relevant notes equity or other credit or security documents, the written underwriting standards of Cascade and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesat law)). (d) There are no outstanding Loans made by Cascade None of the Contracts pursuant to which the Company or any of its Subsidiaries has sold or is servicing Factored Receivables or pools of Factored Receivables or participations in Factored Receivables or pools of Factored Receivables contains any obligation to repurchase such Factored Receivables or interests therein, or entitle the buyer of such Factored Receivables or pool of Factored Receivables or participation in Factored Receivables or pools of Factored Receivables or any “executive officer” other person to pursue any other form of recourse against the Company or any of its Subsidiaries. Since December 31, 2013, there has not been any claim made by any such buyer or other “insider” (as each such term is defined in Regulation O promulgated by person for repurchase or other similar form of recourse against the Federal Reserve Board) Company or any of Cascade or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade nor any The information with respect to each Factored Receivable set forth in the data storage disk produced by the Company from its management information systems regarding the Factored Receivables and delivered to HBC prior to the date of its Subsidiaries is now nor has it ever been since December 31this Agreement (the “Factored Receivable Data”), 2010and, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment fromthe knowledge of the Company, any Governmental Entity or Regulatory Agency relating to third-party information set forth in the origination, sale or servicing Factored Receivable Data is complete and correct as of mortgage or consumer Loansthe Closing Balance Sheet Date.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to (i) any written or oral Loan in which Cascade or any Subsidiary of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September 30, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans with any director, executive officer or 5% or greater shareholder of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoing. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeParent, each outstanding Loan of Cascade and its Parent or any of the Parent Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade Parent and its the Parent Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected perfected, and (iii) to the Knowledge of Parent, is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. (cb) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on CascadeParent, each outstanding Loan of Cascade and its Parent or any of the Parent Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Cascade Parent and its the Parent Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesrequirements of applicable Law. (c) None of the agreements pursuant to which Parent or any of the Parent Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan. (d) There are no outstanding Loans made by Cascade or any of its Subsidiaries Subject to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade or its SubsidiariesSection 1.02(b), other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade neither Parent nor any of its the Parent Subsidiaries is now now, nor has it ever been since December 31January 1, 20102018, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, by any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage mortgage, commercial or consumer Loans.

Loan Portfolio. (a) As The allowance for loan and lease losses as reflected in the Company Reports, and as of each quarter ended after December 31, 2017, was in the reasonable opinion of the date hereof, except as set forth in Section 4.23(a) of the Cascade Disclosure Schedule, neither Cascade nor any of its Subsidiaries is a party to Company’s management (i) any written or oral Loan in which Cascade or any Subsidiary adequate to meet all reasonably anticipated loan and lease losses, net of Cascade is a creditor with an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, recoveries related to loans previously charged off as of September 30those dates, 2013, over ninety (90) days or more delinquent in payment of principal or interest or (ii) Loans consistent with any director, executive officer or 5% or greater shareholder GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of Cascade or any of its Subsidiaries, or to the knowledge of Cascade, any affiliate of any of the foregoingexamination in all material respects. (b) Except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect on Cascadethe Company, each Loan loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of Cascade the Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Cascade the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect on Cascadethe Company, each outstanding Loan of Cascade the Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Cascade the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Cascade the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Cascade the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Cascade the Company nor any of its Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102015, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person. (f) Section 3.25(f) of the Company Disclosure Schedule sets forth a true, correct and complete list of (A) all Loans in which the Company or any Company Subsidiary is a creditor which, as of June 30, 2018, has an outstanding balance of $100,000 or more and under the terms of which the obligor has, as of June 30, 2018, over ninety (90) days delinquent in payment of principal or interest, (B) all Loans of the Company and the Company Subsidiaries that, as of June 30, 2018, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (C) each Loan classified by the Company as a Troubled Debt Restructuring as defined by GAAP. (g) None of the agreements pursuant to which the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults).